Exhibit 10.14


 


WAIVER, CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY

AGREEMENT


 


THIS WAIVER,
CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”),
dated as of December 31, 2003, is by and between EQUINOX BUSINESS CREDIT
CORP., a New Jersey corporation (“Borrower”), and WELLS FARGO FOOTHILL,
INC., a California corporation formerly known as Foothill Capital Corporation
(“Lender”).


 


RECITALS:


 


A.                                   Borrower
and Lender have entered into that certain Loan and Security Agreement dated as of
December 19, 2001 (as amended, and as the same may hereafter be amended or
otherwise modified, the “Loan Agreement”).


 


B.                                     Borrower
has requested that Lender waive an Event of Default under the Loan Agreement
and Borrower and Lender have agreed to amend certain provisions of the Loan
Agreement, in each case as provided hereinbelow.


 


C.                                     Subject
to satisfaction of the conditions set forth herein, Lender and Borrower are
willing to amend the Loan Agreement and Lender is willing provide the requested
waiver of an Event of Default and requested consent, in each case as
specifically provided herein.


 


NOW,
THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows effective as of the date hereof unless otherwise indicated:


 


ARTICLE 1


 


Definitions


 


Section 1.1                                      Definitions.  Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Loan Agreement, as amended hereby.


 


ARTICLE 2


 


Waiver of Event of Default


 


Section 2.1                                      Waiver
of Event of Default.


 


(a)                                  Interest
Coverage Ratio Defaults.  Pursuant
to Section 7.20(a)(i) of the Loan Agreement, Borrower was required
to maintain a minimum Interest Coverage Ratio as of the month ending
September 30, 2003 (such month end herein, the “Interest Coverage Ratio
Measurement Date”) of not less than 1.10 to 1.00.  Borrower has advised Lender that as of the Interest Coverage
Ratio Measurement Date, the Interest Coverage Ratio is less than the required
ratio.  Borrower’s failure to maintain
the Interest Coverage Ratio covenant for the Interest


 


1

















 


Coverage Ratio
Measurement Date as required by the Loan Agreement, constitute Events of
Default under Section 8.2 of the Loan Agreement (the “Existing
Interest Coverage Ratio Default”). 
Borrower has requested that Lender waive the Existing Interest Coverage
Ratio Default.


 


(b)                                 Waiver.  Effective as of the date of this Amendment,
and subject to the conditions precedent and other terms of this Amendment,
Lender hereby waives the Existing Interest Coverage Ratio Default.


 


ARTICLE 3


 


Consents


 


Section 3.1                                      Consent
to Requested Debt Payment.  Borrower
has informed Lender that Borrower desires to make a one-time $350,000
prepayment of principal on interest-bearing Subordinated Debt owing to Parent
on or before February 13, 2004 (the “Requested Debt Prepayment”),
which prepayment, absent Lender consent, would not be permitted under Section 7.8(a)
of the Loan Agreement.  Lender hereby
consents to the Requested Debt Prepayment and agrees that the Requested Debt
Prepayment did not and will not cause a Default under the Loan Agreement.


 


Section 3.2                                      Consent
to Requested Disposition.  Borrower
has informed Lender that Borrower desires to sell to Parent the factoring
division assets described on Schedule 3.2 attached hereto (the “Factoring
Division Assets”) for cash in an amount not less than $350,000 (the “Requested
Disposition”), which sale, absent Lender consent, would not be permitted
under Section 7.4 of the Loan Agreement.   Lender hereby consents to the Requested Disposition; provided
that all cash proceeds of the Requested Disposition in an amount not less than
$350,000 are, promptly upon such sale, deposited into the Cash Management
Account.  Lender hereby agrees that,
upon consummation of the Requested Disposition and receipt in the Cash Management
Account of all cash proceeds of such sale in an amount not less than $350,000,
Lender will release its security interest in and Lien on the Factoring Division
Assets, pursuant to a partial release in form and substance satisfactory to
Lender.


 


Section 3.3                                      Limitation
of Consents.  The consents set forth
in Sections 3.1 and 3.2 are expressly limited as provided therein
and shall not be deemed a consent to the departure from or waiver of (a) the
requirements of Section 7.8 of the Loan Agreement (the “Applicable
Debt Covenant”) for any purpose other than to permit the Requested Debt
Prepayment, (b) the requirements of Section 7.4 of the Loan Agreement (the
“Applicable Disposition Covenant”) for any purpose other than to permit
the Requested Disposition, (c) any other covenants or condition in any Loan
Document or (d) any Event of Default that otherwise may arise as a result of
the Requested Debt Prepayment or the Requested Disposition.  The failure to comply with (i) the
Applicable Debt Covenant with respect to any payments other than the Requested
Debt Prepayment or (ii) the Applicable Disposition Covenant with respect to any
dispositions other than the Requested Disposition shall constitute an Event of
Default.


 


2

















 


ARTICLE 4


 


Amendments


 


Section 4.1                                      Amendments
to Section 1.1.


 


(a)                                  The
definition of “Borrowing Base” in Section 1.1 of the Loan Agreement
is hereby amended and restated to read in its entirety as follows:


 


“Borrowing Base” means the amount equal to (a) eighty- five
percent (85.0%) (or such percentage as determined by Lender from time to time
in Lender’s Permitted Discretion) of the net amount advanced by Borrower on
Eligible Notes Receivable, plus
(b)(i) for the period from the Closing Date through and including June 30,
2003, eighty-five percent (85.0%) (or such percentage as determined by Lender
from time to time in Lender’s Permitted Discretion), (ii) for the period from
July 1, 2003 through and including July 31, 2003, eighty percent
(80.0%) (or such percentage as determined by Lender from time to time in
Lender’s Permitted Discretion), (iii) for the period from August 1, 2003
through and including August 31, 2003, seventy- five percent (75.0%) (or
such percentage as determined by Lender from time to time in Lender’s Permitted
Discretion), (iv) for the period from September 1, 2003 through and
including September 30, 2003, seventy percent (70.0%) (or such percentage
as determined by Lender from time to time in Lender’s Permitted Discretion),
(v) for the period from October 1, 2003 through and including
October 31, 2003, sixty- five percent (65.0%) (or such percentage as
determined by Lender from time to time in Lender’s Permitted Discretion), (vi)
for the period from November 1, 2003 through and including
December 31, 2003, sixty percent (60.0%) (or such percentage as determined
by Lender from time to time in Lender’s Permitted Discretion), and (vii) for
the period from January 1, 2004 and thereafter, zero percent (0.0%), in
each case, of the net amount advanced by Borrower on Eligible Purchased
Accounts, minus (c) the reserves
established by Lender in accordance with Section 2.1(b).


 


(b)                                 The
definition of “Consolidated Net Interest Expense” in Section 1.1 of
the Loan Agreement is hereby amended and restated to read in its entirety as follows:


 


“Consolidated Net Interest Expense” means, with respect to any
Person for any period, gross interest expense of such Person and its
Subsidiaries for such period determined in conformity with GAAP (including,
without limitation, interest expense paid to Affiliates of such Person), less
(i) the sum of (A) interest income for such period and (B) gains for such
period on Hedging Agreements (to the extent not included in interest income
above and to the extent not deducted in the calculation of such gross interest
expense), plus (ii) the sum of (A) losses for such period on Hedging
Agreements (to the extent not included in such gross interest expense) and (B)
the upfront costs or fees for such period associated with Hedging Agreements
(the extent not included in gross interest expense), each determined on a
consolidated basis and in accordance with GAAP for such Person and its
Subsidiaries; provided,


 


3

















 


however,
that “Consolidated Net Interest Expense” of Borrower shall not include interest
payable but not paid by Borrower during a period on Subordinated Debt owing to
Parent.


 


(c)                                  “2004
Projected Income Statement” is hereby added in alphabetical order to Section 1.1
of the Loan Agreement, which term shall be defined in its entirety as follows:


 


“2004 Projected Income Statement” means the Projected Income
Statement 2004 included in the Projections delivered to Agent on
January 21, 2004 and attached to the Waiver, Consent and Fifth Amendment
to Loan and Security Agreement dated as of December 31, 2003 as Exhibit
A thereto.


 


Section 4.2                                      Amendment
to Section 7.20(a)(ii).  Clause
(a)(ii) of Section 7.20 of the Loan Agreement is hereby amended
as follows:


 


(ii)                                  Tangible Net Worth.  Tangible Net Worth plus the amount of all
Subordinated Debt of at least the amount set forth in the following table for
the applicable period:


 


	
  Applicable Period

  	
   

  	
  Minimum
  Tangible Net

  Worth

  	
   

  
	
  Quarter and month ending March 31,
  2003

  	
   

  	
  $

  	
  2,600,000

  	
   

  
	
  Months ending April 30, 2003 and May
  31, 2003

  	
   

  	
  $

  	
  2,600,000

  	
   

  
	
  Quarter and month ending June 30, 2003

  	
   

  	
  $

  	
  3,900,000

  	
   

  
	
  Months ending July 31, 2003 and
  August 31, 2003

  	
   

  	
  $

  	
  2,600,000

  	
   

  
	
  Month and quarter ending September 30,
  2003

  	
   

  	
  $

  	
  3,300,000

  	
   

  
	
  Months ending October 31, 2003 and
  November 30, 2003

  	
   

  	
  $

  	
  3,300,000

  	
   

  
	
  Month, quarter and year ending
  December 31,2003

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
  Months ending January 31, 2004 and
  February 29, 2004

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
  Month and quarter ending March 31,
  2004

  	
   

  	
  $

  	
  3,050,000

  	
   

  
	
  Months ending April 30, 2004 and May
  31, 2004

  	
   

  	
  $

  	
  3,050,000

  	
   

  
	
  Month and quarter ending June 30, 2004

  	
   

  	
  $

  	
  3,100,000

  	
   

  
	
  Months ending July 31, 2004 and
  August 31, 2004

  	
   

  	
  $

  	
  3,100,000

  	
   

  
	
  Month and quarter ending September 30,
  2004

  	
   

  	
  $

  	
  3,150,000

  	
   

  
	
  Each month, quarter or year ending after
  September 30,2004

  	
   

  	
  $

  	
  3,150,000

  	
   

  



 


4

















 


provided
that Borrower shall deliver to Lender, on or before August 31, 2003, a
firm commitment (in form and substance satisfactory to Lender in its sole
discretion) to raise sufficient cash either as a capital contribution in the
form of common Capital Stock or a loan in the form of Subordinated Debt to meet
the Tangible Net Worth requirement set forth above as of the month and quarter
ending September 30, 2003, which additional equity or Subordinated Debt
shall be contributed or loaned to Borrower on or before September 30,
2003.


 


Section 4.3                                      Addition
of Section 7.20(a)(iv).  A new Section 7.20(a)(iv)
is hereby added to the Loan Agreement following Section 7.20(a)(iii),
which Section 7.20(a)(iv) shall read in its entirety as follows:


 


(iv)                              Budgeted EBT and Gross Revenues.  As of the last day of each fiscal quarter
during 2004, (A) cumulative EBT (as defined below), determined for all months
in such fiscal quarter, in an amount equal to at least 75% of the cumulative
Projected EBT (as defined below) for all months in such fiscal quarter set
forth in the 2004 Projected Income Statement, and (B) cumulative Gross Revenues
(as defined below), determined for all months in such fiscal quarter, in an
amount equal to at least 75% of the cumulative Projected Gross Revenues (as
defined below) of all months in such fiscal quarter set forth in the 2004
Projected Income Statement.  For
purposes of this Section 7.20(a)(iv), (1) the term “Projected EBT”
means, for any period, “Net Income” for such period as set forth in the 2004
Projected Income Statement, (2) the term “EBT” means, for any period, an amount
determined and presented for such period based upon actual operating results in
a manner consistent with the presentation of Projected EBT in the 2004
Projected Income Statement and excluding Lender’s actual waiver and amendment
fees and legal expenses charged to the Borrower during such period, (3) the
term “Projected Gross Revenues” means, for any period, “Interest and Fee
Income” for such period as set forth in the 2004 Projected Income Statement,
and (4) the term “Gross Revenues” means, for any period, an amount determined
and presented for such period based upon actual operating results in a manner
consistent with the presentation of Projected Gross Revenues in the 2004
Projected Income Statement.


 


Section 4.4                                      Amendment
to Section 7.20(b)(i).  Clause
(b)(i) of Section 7.20 of the Loan Agreement is hereby amended
as follows:


 


5

















 


(i)                                     Capital Expenditures.  Capital expenditures in any fiscal year in
excess of the amount set forth in the following table for the applicable
period: 


 


	
  Fiscal Year 2002

  	
   

  	
  Fiscal
  Year 2003

  	
   

  	
  Fiscal
  Year 2004

  	
   

  
	
  $

  	
  150,000.00

  	
   

  	
  $

  	
  200,000.00

  	
   

  	
  $

  	
  100,000.00

  	
   

  
									



 


ARTICLE 5


 


Conditions


 


Section 5.1                                      Conditions
Precedent.  The effectiveness of Article 2,
Article 3 and Article 4 of this Amendment is subject to
the satisfaction of each of the following conditions precedent:


 


(a)                                  Lender
shall have received all of the following, each dated the date of this Amendment
(unless otherwise indicated), in form and substance satisfactory to Lender:


 


(i)                                     Amendment
Documents.  This Amendment and any
other instrument, document, or certificate reasonably required by Lender to be
executed or delivered by Borrower in connection with this Amendment, in each
case duly executed (the “Amendment Documents”);


 


(ii)                                  Additional
Information.  Lender shall have
received such additional documents, instruments, and information as Lender may
reasonably request to effect the transactions contemplated hereby;


 


(iii)                               Receipt
of Amendment Fee.  The amendment fee
shall have been paid in accordance with Section 7.6 hereto;


 


(iv)                              Expenses.  Borrower shall have paid to Lender all fees,
costs, and expenses owed to and/or incurred by Lender in connection with the
Loan Agreement or this Amendment.


 


(b)                                 The
representations and warranties contained herein, in the Loan Agreement, and in
all other Loan Documents, as amended hereby, shall be true and correct in all
material respects as of the date hereof as if made on the date hereof except
for such representations and warranties limited by their terms to a specific
date.


 


(c)                                  All
corporate proceedings taken in connection with the transactions contemplated by
this Amendment and all other agreements, documents, and instruments executed
and/or delivered pursuant hereto, and all legal matters incident thereto, shall
be satisfactory to Lender; and


 


(d)                                 No
Default or Event of Default shall be in existence after giving effect to this
Amendment.


 


6

















 


ARTICLE 6


 


Ratifications, Representations and Warranties


 


Section 6.1                                      Ratifications.  The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Loan Agreement and, except as expressly modified and superseded by
this Amendment, the terms and provisions of the Loan Agreement and the other
Loan Documents are ratified and confirmed and shall continue in full force and
effect.  Borrower and Lender agree that
the Loan Agreement as amended hereby and the other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance with their
respective terms.


 


Section 6.2                                      Representations
and Warranties.  Borrower hereby
represents and warrants to Lender that, as of the date of and after giving
effect to this Amendment, (a) no Default or Event of Default has occurred and
is continuing, (b) the representations and warranties set forth in the Loan
Documents are true and correct in all material respects on and as of the date
hereof with the same effect as though made on and as of such date except with
respect to any representations and warranties limited by their terms to a
specific date, and (c) the execution, delivery and performance of this
Amendment has been duly authorized by all necessary action on the part of
Borrower.


 


ARTICLE 7


 


Miscellaneous


 


Section 7.1                                      Survival
of Representations and Warranties. 
All representations and warranties made in this Amendment or any other
Loan Document, including any Loan Document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by Lender or any closing shall
affect the representations and warranties or the right of Lender to rely upon
them.


 


Section 7.2                                      Reference
to Loan Agreement.  Each of the Loan
Documents, including the Loan Agreement, the Amendment Documents, and any and
all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Loan
Agreement as amended hereby, are hereby amended so that any reference in such
Loan Documents to the Loan Agreement, whether direct or indirect, shall mean a
reference to the Loan Agreement as amended hereby.


 


Section 7.3                                      Severability.  Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


 


Section 7.4                                      Applicable
Law.  This Amendment and all other
Loan Documents executed pursuant hereto shall be governed by and construed in
accordance with the laws of the State of California and the applicable laws of
the United States of America.


 


7

















 


Section 7.5                                      Effect
of Amendment.  The effect of the
waivers contained in Section 2.1 of this Amendment is expressly
limited as provided herein, and in order to induce Lender to agree to such
waivers, Borrower agrees that such waiver shall not constitute or be deemed a
waiver of any other Event of Default, now existing or hereafter arising, or a
waiver of any rights or remedies arising as a result of any such other Event of
Default.  No consent or waiver, express
or implied, by Lender to or for any breach of or deviation from any covenant,
condition, or duty by Borrower shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition, or duty.  Borrower hereby (a) agrees that this
Amendment shall not limit or diminish the obligations of Borrower under the
Loan Documents, executed or joined in by Borrower and delivered to Lender, (b)
reaffirms Borrower’s obligations under each of the Loan Documents, and (c)
agrees that each of the Loan Documents remains in full force and effect and is
hereby ratified and confirmed.


 


Section 7.6                                      Amendment
Fee.  Borrower agrees to pay to
Lender on the date hereof an amendment fee in the aggregate amount of $10,000
as additional consideration for Lender’s agreement to amend the Loan Agreement,
waive the Existing Default and consent to the Requested Debt Prepayment.


 


Section 7.7                                      Successors
and Assigns.  This Amendment is
binding upon and shall inure to the benefit of Lender and Borrower and their
respective successors and assigns, except Borrower may not assign or transfer
any of its rights or obligations hereunder without the prior written consent of
Lender.


 


Section 7.8                                      Counterparts.  This Amendment may be executed in one or
more counterparts and on telecopy counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.


 


Section 7.9                                      Headings.  The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


 


Section 7.10                                Consideration.  IN CONSIDERATION OF THIS AMENDMENT, BORROWER
REPRESENTS AND WARRANTS THAT THERE ARE NO KNOWN CLAIMS, OFFSETS, DEFENSES OR
COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND HEREBY WAIVES
ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR
UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AGREEMENT AND
RELEASES AND DISCHARGES LENDER, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”)
FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES
OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, IN LAW OR EQUITY, WHICH BORROWER HAS OR MAY HAVE AGAINST ANY
RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


Section 7.11                                Entire
Agreement.  THIS AMENDMENT AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN
CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE


 


8

















 


AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO.  THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.


 


[Remainder of page intentionally left blank.]


 


9

















 


Executed as of
the date first written above.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  EQUINOX
  BUSINESS CREDIT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  FOOTHILL, INC.,

  
	
   

  	
  formerly
  known as Foothill Capital

  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


10

















 


REAFFIRMATION OF GUARANTY AND STOCK PLEDGE AGREEMENT


 


The
undersigned hereby (a) acknowledges the execution of, and consents to the terms
and conditions of, that certain Waiver, Consent and Fifth Amendment to Loan and
Security Agreement dated as of December 31, 2003, between Equinox Business
Credit Corp. and Wells Fargo Foothill, Inc., formerly known as Foothill Capital
Corporation (“Lender”) and reaffirms its obligations under (i) that
certain Continuing Guaranty (the “Guaranty”) dated as of
December 19, 2001, and (ii) that certain Stock Pledge Agreement (the “Pledge
Agreement”) dated as of December 19, 2001, each made by the
undersigned in favor of Lender, and (b) acknowledges and agrees that the
Guaranty and the Pledge Agreement remain in full force and effect, free of any
defense, offset or counterclaim, and the Guaranty and the Pledge Agreement are
hereby ratified and confirmed.


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  EQUIFIN,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


11

















 


REAFFIRMATION OF VALIDITY GUARANTIES


 


Each of the
undersigned hereby (a) acknowledges the execution of, and consents to the terms
and conditions of, that certain Waiver, Consent and Fifth Amendment to Loan and
Security Agreement dated as of December 31, 2003, between Equinox Business
Credit Corp. and Wells Fargo Foothill, Inc., formerly known as Foothill Capital
Corporation (“Lender”) and reaffirms its obligations under that certain
Validity Agreement (the “Validity Guaranty”) dated as of
December 19, 2001, made by it in favor of Lender, and (b) acknowledges and
agrees that the Validity Guaranty remains in full force and effect, free of any
defense, offset or counterclaim, and the Validity Guaranty is hereby ratified
and confirmed.


 


	
   

  	
  VALIDITY GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WALTER M.
  CRAIG, JR.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLEN H.
  VOGEL

  	
   

  



 


12

















 


EXHIBIT A

TO


WAIVER, CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY

AGREEMENT


 


2004 PROJECTIONS


 


13